Avengers: War Heroes
by DinoWriter23
Summary: The Avengers have disassembled, and in their absence many villains have risen to power. The United States are broken, engulfed in another civil war like from the 1860's, and the rest of the world is caught up in World War III. A new agent of SHIELD must work to bring back hope to the world. But how can he when the Avengers don't want to assemble? Cover done by moviedragon009
1. Agent Burrus Viall

**Hi everyone. Thanks for clicking on this story. I was playing Marvel Avengers Alliance and I got inspired to do a story in my own Marvel universe. Even though this was inspired by the game it doesn't follow the plot. I did include some movie elements as well, but I did my best to start my own storyline and interpretation of the Marvel universe. That's why I started out with a number for my story. Anyway, I hope you enjoy.**  
 **I do not own Marvel.**

 **I do own Agent Burrus Viall. He's the agent I created for Marvel Avengers Alliance.**

 **And special thanks to I heart Lyoko and AquaDestinysEmbrace for suggesting the story title. I was having a hard time deciding.**

* * *

Earth 12252012…

I ducked and rolled to the side, evading the attack from Venom. The tongue attempted to grab my foot, but I didn't let it. Pulling out my gun I shot at the villain. The symbiote roared in pain as he recoiled. I then leapt to my feet and punched the disgusting life-form. As he fell I pulled out a little sonic emitter. Pushing the button released a high-pitched sound that threatened to deafen me.

It was much worse for Venom. He roared in pain as he fell to the floor writhing in pain. The black blob that was the symbiote rolled around before the hologram flickered. Venom was replaced by a Life Model Decoy. I heard lighthearted clapping from the side. Turning I saw none other than Agent Phil Coulson and Agent Maria Hill approaching me.

Agent Coulson was the one doing the clapping. "Resourceful. Determined. I think he's perfect."

Agent Hill looked at him. "Coulson, Agent Burrus Viall is still one man. Out there is a world in chaos."

"Some people said the same thing about Captain America when he took on HYDRA. I think he is capable."

"This is different. Your initiative would involve sending him out there."

I cleared my throat. "Agent Hill. Agent Coulson. Would you mind not talking about me while I'm in the same room?"

Agent Hill looked at him. "To the bridge. Now." She and Coulson then left, obviously to discuss something. Probably what his training was for. He had some ideas, but he still preferred to be surprised. Besides, SHIELD agents weren't exactly welcome across the world.

As he passed through the halls of the SHIELD Helicarrier, everyone was focusing on their tasks. With things as they were now being distracted even for a second could be disastrous. The firewall was made twenty times as strong as it had been before. The last time an agent was distracted SHIELD nearly fell to AIM.

Everyone on the bridge was working hard. No one was secretly playing games anymore. The attack from AIM happened because a hacker from them managed to use Candy Slot Saga as a way to track the Helicarrier's location. If they hadn't responded they'd probably all be captured. Or killed. Though there wasn't much difference now.

"Agent Viall." The booming, commanding voice echoed throughout the bridge. When Director Nick Fury spoke everyone listened. I was certain that if Director Fury wanted to he could beat up the soldiers of HYDRA. However, he, like every agent of SHIELD, was wanted by their enemies. And they were everywhere.

I stood at attention. "Director Fury."

He walked towards me, scrutinizing me with his good eye. Even with an eyepatch I felt like he was staring at me with that eye. Still, I was used to dealing with pressure. My trained body didn't flinch.

He just looked at me. "I think you're aware of how things are outside of SHIELD."

I nodded. "For the last five years the United States has been engulfed in another Civil War. Ever since the public learned that HYDRA was in the government the people were divided. HYDRA tried to tighten its control, and those who rebelled formed their own country."

"Yet because even SHIELD was infiltrated they don't trust us. No one on the planet does." Fury looked out the window.

"Still it remains our job to protect the people from the dangers that are out there." I said. "From Asgard, the Negative Zone, or beyond our solar system, our duty remains the same."

"And there was a perfect team to protect the world from any threat." Fury looked at me. "Earth's mightiest heroes. The Avengers."

"The reason I joined SHIELD. So I can protect people like they do. Why did they break up?"

"Too many reasons. If they hadn't split up the world probably wouldn't be in the mess it is. HYDRA waging war in Europe, AIM selling weapons to every terrorist on the planet, and a people that are more divided than ever before."

I sighed. "I saw reports of senators and politicians saying we don't need the Avengers. Or heroes. That the world was better the way it was before they showed up. I disagree. I believe that the world does need heroes. Does need the Avengers. I'm wiling to do what I can to give them hope again, even if it means sacrificing myself in the line of duty."

"I'm not sending you to your death." Fury told me. "Still you should be expecting that it is a possibility. And your team will have your back."

I looked at him. "My team?"

"You've heard of them before."

* * *

I entered the bar as a civilian. Not my favorite kind of spot to look for someone, but this guy did all sorts of things that I didn't like. Still, he's had lots of experience with being a leader, even if he did make some crazy crap decisions in his time. That's why I was getting him. So I can learn from him. He was also one of the smartest people on the planet.

The bar stunk like cigarettes that people had thrown around instead of crushing like they should've. Some of the drinks also smelled like chemicals from the toilet were thrown together. A reason for the mess was probably because of what was being reported in the news.

"… And coming in from France, we've received word that HYDRA has pushed its way through the beautiful city of Paris and will start making its way to London. No word yet as to whether England's heroes will intervene or not. In the meantime, Emperor Samuel Sterns of the Imperial States has issued this declaration…"

Several glasses of alcohol were smashed and angry drinkers were cussing away at the Leader. With the chaos of HYDRA in the previous government people rebelled and overthrew it so the Red Skull wouldn't be in control. However, that gave way to anarchy, and the gamma-fied madman saw an opportunity to take control. Still that wasn't enough for him. Hence the civil war.

I then saw who I was looking for. There he was in his black shirt with some former Hollywood star on it. A bit of a beard had grown on him, with his goatee being the longest. He also stunk like laundry that hadn't been done for a year. He gulped down another cup and set it down. The bartender came to him, and I concluded that he hadn't been paying.

Quickly I sat next to the man and handed out some money. "Another round. On me." The bartender looked at me like I was crazy, but went and pulled out another bottle. I then turned to the once famous Tony Stark.

He looked at me with eyes so red I thought he had been possessed by a demon. "Whatcha doing that for?" His slurry voice told me that his possession was intoxication.

I held out my hand. "Burrus Viall. Big fan of yours."

The bartender came back with the drink and poured it into Tony's glass. He gulped it down. "Why would you be a fan of mine?" He asked. "I'm ruined. Got nothing now." He stood up. "Tony Stark's got nothing left in the world!"

Several men grabbed him and threw Tony out onto the street. Guess they weren't fans of his. I was just shocked to see him take it like that. It's one thing to know how bad a situation is. It's another to see it in action.

I paid for the drinks Tony had before and left the bartender with the best change they've ever gotten. Tony was struggling to get up, but just kept falling back down. He was really drunk. Well, time to fix that. Pulling out a syringe I put the needle into his arm.

"Ow! What the heck?" He asked. Only he didn't say heck.

I activated the molecular breakdown of the needle before I explained. "I need to speak with you, Tony. And I need you to be sober when I speak."

"You're with SHIELD, aren't you?" Tony asked. "They want me to make some weapon to fight back against AIM? Well, I don't have anything. Nothing. Tarleton took it all from me. Stark Industries is now a subsidiary of AIM." He looked at me. "All the suits I built. All the androids. Not my property anymore. And as if that wasn't enough they took everything I owned too. My money. My friends. All of it. I'm nothing now."

"Not true." I tapped the arc reactor on his chest. "You still have this. And you've still got your brains. You can think your way out of this one."

"Didn't you hear me? I'm not Iron Man. Not anymore. AIM made sure that I couldn't do a dang thing against them. I'm just… shoot now. And I can't be more than that now."

"Yes. You can." Leaning in, I added, "My team and I can help you get it all back. Stark Industries. Everything."

* * *

We got some stares as we made our way through the SHIELD helicarrier. Tony and Fury hadn't exactly been on the best of terms, but now he needed our help just as we needed his. Still it was kind of heart wrenching to not see him making jokes at everyone. The mighty truly have fallen.

I took him to the storage facility. Some scientists were working on some gear, but didn't pay us much mind. The stuff they were working on was going to come in handy later on. If all went to plan now.

We stopped in front of a containment pod. Pressing my hand to the pad, I allowed it to scan my print before I had to scan my eye. It then opened, revealing an Iron Man suit of armor. I swear that Tony's jaw dropped at the sight of it. He held his hand out to it. "Armor 35. But how? AIM took all of them…"

"They didn't get this one." A Russian-accented voice said. We turned to see two people behind us. One was a guy in purple tights with a quiver full of arrows and a bow. The other was a red-haired woman in black tights. She was the one who had spoken. "Clint and I managed to get this one away from them."

"Natasha. Clint." Tony said. "What are you doing here?"

"Well, it's not to get the band back together if that's what you're wondering." Clint said. "We need you for a mission."

"And you're going to want to help Agent Viall complete it." Fury said from behind us. "Together you're going to be breaking into AIM's headquarters and destroying their latest project."

I looked at Director Fury. "Any idea what their latest project is?"

"It's big, it's bad, and it's going to be destructive." Was his reply. "Something we don't want to have happen." Looking at Tony he said, "Help us on this mission and we'll make sure you get Stark Industries back. Down to the last penny you made while it was yours."

* * *

 **I know what some of you are thinking, and no the Avengers are not assembling. That'll be explained later in the story. If you have an idea or any feedback for me please leave a review. Thanks.**


	2. Mission 1 part 1

**Hi everyone. I'm glad you liked the start of that. Here's the first mission together. I hope you enjoy it.**

* * *

Chapter 2: Mission 1 part 1

Location: Meat Planting District, New York City

Time: 2:03 A.M.

I watched from my position. No sign of suspicious activity, yet. But as every New Yorker knows there's always more going on underneath than people see. Illegal drugs being smuggled around, people being abducted for whatever reasons, and villains making plans in their secret lairs. Sadly, a lot of them don't deal with secret lairs anymore. They're out in the open, in Stern's new imperial country… the roles have been reversed. The heroes are in hiding and the villains are in the open. Just sick.

"Hawkeye here. What's your status?" I heard him through my comm. I reached up to listen to the response.

"Black Widow here. We got some HYDRA agents moving a van three blocks from your position, Agent."

I answered. "Agent here. I'm on it." Yeah, I know. Not the most creative codename, but I wasn't looking for creativity. It would get the job done.

Pulling out some high-resolution binoculars I looked around. Folks down in the lab know what they're doing when they make tools. I could see through several buildings and spotted the van. There they were, in their creepy greenish uniforms. Why that was required for HYDRA agents to wear I have no idea. Maybe Red Skull wanted to feel unique, being a red spot in a sea of green.

My binoculars showed that Black Widow was on their trail. She was running across the tops of buildings, keeping an eye on that van. Soon Hawkeye would join her. In the meantime, I would be hitching a ride.

"So what's so important about this package that Fury wants it?" Stark asked on the comm.

I answered, "HYDRA's transporting something from Stark Industries. I doubt it was something you were designing to help medical procedures or increase the education systems. If we can get our hands for it, maybe we can get an idea regarding what AIM wants with your company."

The van rolled by, so I had to make my move. I leapt off the building and dove to the van. When I landed I didn't make a sound. My suit was specially designed to be durable, and if I were to crash against something it wouldn't make a sound. I was also protected from any damage, so no broken ribs on my part. The magnetic tips in my gloves locked onto the van, keeping me in place while they drove on.

The van then turned down an alley, where, to my surprise, there was a brick wall at the end. That's… kinda cliché, even for HYDRA. A crack appeared in the middle of the wall, and it split apart like a pair of sliding doors at the grocery store. The van drove right through it, the top barely being big enough for me to make it through with them. I had to press myself flatter against the top of the van to avoid getting crushed.

The doors closed behind the van. Looks like Black Widow and Hawkeye will have to find another way in. But they were legends in SHIELD long before they joined the Avengers. They would find a way to get in. Come on, Agent. Focus on the here and now. These HYDRA scumbags are going somewhere, and they don't want anyone to know about it. In this world they were living in, that has to mean this was extremely powerful, extremely dangerous, or both. No matter what, whoever wanted it couldn't be allowed to have it.

Took several minutes, but we finally made it out in a wider space. Probably an abandoned underground parking garage redesigned for a former secret lab. Whatever it was, there was a lot of dangerous HYDRA tech here. Wouldn't surprise me if Zola had used this place for his experiments in the past. However, what surprised me was what I saw.

"You're late." Someone in a yellow beekeeper-like suit said.

One of the HYDRA agents, a woman, judging from the lipstick and ponytail, got out of the van. "This required extra measures."

"Why? We have nothing to fear. Not anymore." The leader of the AIM scientists said. Yeah, I said AIM. Advanced Idea Mechanics, dealing with HYDRA. That was a shocker. Even with things as they are now, the two organizations hate each other's guts. And AIM was supposed to be in control of Stark's company. Why would they need HYDRA to get this? Unless…

"You forget, that SHIELD is still out there." A feminine voice said. I shivered as I heard her speak, because only one woman talked like that. Viper stepped out of the back of the van carrying something in her arms. One of HYDRA's deadliest soldiers, she was ranked high on SHIELD's most wanted list. And it wasn't for her bad fashion. Seriously. Who goes around wearing green lipstick with greenish hair in green tights?

"But they're not in this country. Not anymore." A younger-sounding AIM soldier said. I couldn't tell them apart from looks. Had to rely on sound. "You people took out every base, every building, that belonged to SHIELD when you came out of hiding. Heck, you even wiped out their schools and every student with them." He didn't say heck though.

"But SHIELD is like a giant cockroach." Viper said as she noticed a bug crawling by. "Crush it, and they still come back." She stepped on the bug. "They also interfere in countries where they are not wanted. It's only a matter a time before Fury tries to meddle in our affairs again. When he does, we need to be sure to remove his head from SHIELD's shoulders." The thing she was carrying in her arms couldn't be described as a suitcase. It was more like a vault or a safe. How did she get so strong? "The present, ready for your boss to work on."

"MODOK will be pleased with this." The lead AIM scientist said. "Not even Stark's father dared to continue with this."

"Then you can take it and go." Viper said. "In the meantime, HYDRA will deal with the spy." She turned to the van and looked right at me. Time to move.

I deactivated the magnetic tips and leapt off the van right as it exploded. I rolled across the ground, avoiding shrapnel and debris. As I looked back I saw the HYDRA agents pointing their dangerous guns at me. I think these were designed to be incredibly dangerous flamethrowers. I reached for my weapon when something wrapped around my neck. I was jerked back and brought face-to-face with Viper.

She didn't smile when she saw my face. "What is this? A new agent?"

"I go by Agent." I told her while trying to get free.

She tightened her grip. "You should've known better than to cast your lot in with SHIELD. Fury obviously hasn't told you what happened to his last few thousand agents when this war began." She took a breath, but then cried out in pain. She fell over, an arrow attached to her back.

"Yeah, meeting someone famous can be quite the shock." Hawkeye said as he lowered himself and Black Widow to the ground. Before the soldiers of HYDRA could react Romanov shot them with her Widow's Stingers, knocking them out. "Yo, newbie. You should've been stealthier."

"I was." I said as I got Viper's whip off my neck. "AIM was here. HYDRA just gave them something."

"AIM? Working with HYDRA?" Black Widow asked me.

"We need to get that package before it gets to MODOK." I told them.

"On it." Hawkeye said as he disappeared into the building. Black Widow and I were going to follow, but gunshots prevented us. We ducked behind some old equipment as many footsteps echoed through the place. There were voices as more gunshots echoed through the place.

I pulled out my gun, Sergeant's Fury, and turned off the safety. I looked at Romanov. She nodded in understanding. I rolled to the side and began firing. I hit some of the HYDRA agents while Black Widow took others out with her karate moves. However, there were more and more soldiers coming.

I kept shooting them. We had to get that package. We had to catch up to Hawkeye. Black Widow shot several with her stingers, taking them down. I looked at the gun I had. Couldn't those scientists give me something with a little more bite? I put my weapon away and went to punching the HYDRA agents. My fists were something I know that worked effectively. Sure enough I began taking these scumbags down.

"Gah!" I fell backwards. Several of them got me, but their weapons didn't get through my suit thankfully. Something those Brainiac's got right. I pulled the bullets out just as several HYDRA agents pointed their guns at my head. The only unprotected spot on me.

The speakers then turned on, playing a random heavy metal song. I recognized the tune, but I couldn't recall the title. The soldiers looked around confused before several of them got blasted with repulsor rays. The others raised their weapons, but Stark flew in the Armor 35 and knocked them off their feet. He fired the mini missiles from his shoulders and took down the remaining soldiers.

He turned and looked at me, the faceplate sliding up. "Seriously? That's the best you can do on your first mission?"

"I was caught off guard." I said as I got up. "Viper was here."

"Viper? The creepy green lady who acts like a snake?" Stark asked.

Black Widow nodded. "Barton's following her, trying to get a hold of the package."

"Then let's help Robin Hood rob from that witch and give back to poor Fury." Only Stark didn't say witch. His faceplate slid down as he flew after them. Black Widow and I followed him, hearing him blast through walls and taking out any guards left behind.

I called Fury on my comm. "Viper is here. Stark's on her trail. So is Hawkeye."

"Stark?!" Fury asked. "I should've known better than give him back his armor."

"Probably. But it's too late now." I said. "At this rate AIM's going to know that Stark still has an Iron Man suit."

"Then shut him down!"

There was a loud blast and a soldier crashed into the wall in front of us. We knew who did that. We ran down the hall to see Stark blasting a door off its hinges. Once we were through it we saw Hawkeye and Iron Man facing off against Viper and some of her men.

"Stark?" Viper asked. "I thought AIM got rid of you when they got your company."

"Well, you thought wrong." Iron man said. "Iron Man's back, and he's taking what's his. Starting with that little birthday gift you got for AIM."

"Too late." Viper said. "It's long gone. It's been given to someone who will make sure MODOK gets it."

"Should've known that bighead was paying big bucks for it." Iron man shook his head.

Hawkeye put an arrow to his bow. "Guess then we'll have to settle with you and your buddies then."

"Are you aware of nothing? Under the new laws, I am a diplomat for HYDRA. Touch me and you'll be branded criminals."

"We already are." Hawkeye fired his weapon and the arrow shocked one of the agents. He fell writhing to the ground while the others opened fire on us. All four of us moved out of the way while we fired back. Yes, I got my lousy gun out again and shot at them. Hawkeye fired one of his containment arrows at a HYDRA soldier, trapping them in a net.

Iron Man just flew by, blasting their weapons out of their hands. "For an organization who gets weapons from AIM, you could go with something deadlier." A whip then wrapped itself around his neck and pulled him to the ground.

"Sometimes old fashioned is the best route to go, futurist." Viper sneered. She then tightened the whip. To our shock the metal creaked and groaned. She looked at us. "Stay back unless you want the world to lose Iron Man again."

I just shot the whip. "Since when do you know mercy?" Free of the whip, Iron Man turned and blasted Viper away from us. She crashed against the wall, and fell with a groan. She was about to get up, but Iron Man pointed a repulsor at her.

"Now how does it feel?"

Black Widow called SHIELD on her comm. "Director Fury. We got Viper but we lost the package."

"No we didn't." Hawkeye said. "I put a tracker on it. I know where it's going."

"Barton. You, Stark, and Viall go after the package. Romanov, stay with Viper until some of us pick her up and all the HYDRA agents there. Last thing we need is for the world to know that SHIELD's back."

"Is it?" Iron Man asked. "Is it bad to let them know that they aren't as powerful as they say they are? To knock them off their pedestals?"

"Like they did to you?" I asked.

He looked at me. "Yeah, like they did to me."

"Be careful that you're not doing this for the wrong reason, Stark. They may have taken everything from you, and you may be fighting to get it back, but there is a lot more at stake here than your company."

"Really? I thought you liked my company? Big fan?" Iron Man's faceplate slid up. "Or was that just a line to get my attention?"

"Stark, listen." Director Fury said. "Whatever is in that package is something dangerous. Even we didn't know of its existence."

"Really? SHIELD doesn't know something?"

"This is no time for jokes. If MODOK gets his hands on that it could spell disaster for the rest of the world. Get it Stark, and get it yesterday."

* * *

 **This was kind of fun to write. I just hope I got Viper's personality right. I'm not that familiar with her, so I can only hope I did her justice here. This is the start of things to come, so if I needed to make her more dangerous I'll do that later. She could break out of SHIELD, or maybe another villain will bust her out. We'll see. In the meantime, please review and share.**  
 **And yes, I did decide to give Viall the codename of Agent. Meant that to be a nod to Marvel: Avengers Alliance.**


	3. Mission 1 part 2

**Hi everyone. Sorry this took a little bit. I became a little worried that things were playing out a little too similarly to Marvel: Avengers Alliance, so I decided to start doing things a little differently. Things I was saving for later I decided to move up. I hope you enjoy.**  
 **I don't own Marvel or its characters.**

* * *

Chapter 3: Mission 1 part 2

Location: Empire State University, New York City

Time: 2:35 a.m.

School. One place I never expected to find myself at again. Okay, this was technically a university, but it was still a place of education. Ever since I graduated out west I figured I would never travel a campus again. Now here I was.

"Agent. Have you found the package yet?" Iron Man asked on the comms.

I answered, "Negative. Just arrived at the university. Let's just hope some of the late partygoers aren't really AIM or HYDRA agents."

"Ever since the country fell AIM's been treated like a weaponized Disney." Black Widow said from her comm. "Chances are some of these students are learning to be AIM scientists."

"What a waste of education." Iron Man said.

"I agree." I said. "The future is in their hands, and Sterns is encouraging them to join terrorist groups."

"Yeah, to the city SHIELD and heroes are the terrorists." Black Widow said.

Hawkeye then spoke up, "And yet for this meeting HYDRA met with AIM in secret. Any idea why, Tony?"

"No. My father had a lot of things he kept under wraps." Iron Man said. "All I know is I'm getting it back before they turn it into a weapon."

I nodded, and was about to respond right when I heard something. Quickly I ducked behind a corner and looked. There were a couple of AIM soldiers checking the area. I tried to listen in.

"This quadrant's clear." One of them said to the other.

The other AIM soldier looked at his… her, buddy? "Why did we have to get it here? Wouldn't Central Park have been more…?"

"The Scientist Supreme said MODOK wanted us to get it here. It should be arriving soon. But we need to keep an eye out. I heard that the meeting was interrupted by the Avengers."

"The Avengers? I thought they were dead. Destroyed. Broken."

"Well the reports are saying Black Widow, Hawkeye, and Iron Man are back, along with a SHIELD agent."

"SHIELD? Then why isn't the Daily Bugle giving a report on it?"

"It's two in the morning. Besides, they didn't want to meet in public for a reason." They stopped talking because heavy footsteps were heard. They turned to see someone heavily armored was approaching them. The figure had an arc reactor, but the armor was white with black legs. The most distinguishing feature were the weapons. Two, long whips crackling with electrical energy.

"Whiplash." The other AIM guy said.

The whips stopped crackling energy as Whiplash approached them. "I have the package." He held up what I saw earlier. I reached for my comm. "Agent here. I have visual. Whiplash has the package."

"Whiplash? I'm going in." Before anyone could say anything Whiplash was hit by a repulsor beam. The villain looked up to see Iron Man flying in the sky above him.

Whiplash chuckled. "Iron Man? Surely I thought MODOK ruined you for good. No matter. You know that the reward for bringing in one terrorist is high."

"Terrorist? Says the guy with a pair of whips?" Iron Man joked. "Give up whatever's in the box and maybe I'll go easy on you."

The supervillain scoffed at that. "Even when you have nothing you still mock me. I will enjoy presenting your head to General Abomination." Turning to the AIM soldiers he said, "Go. Take the package to your leader. I'll bring Iron Man along shortly." The soldiers ran off while Whiplash turned his whips back on. The energy crackled as if the very armor was laughing at Iron Man.

"Agent, what's going on down there?" Director Fury asked from my comm.

I answered, "Well, Whiplash just delivered the package to AIM, and Iron Man is engaging Whiplash right now."

Director Fury swore before ordering, "Widow, get that package. Agent, you and Hawkeye help Iron Man."

"We're on it." I said as I pulled out my needle gun. Pointing it at Whiplash, I shot it about five times. Dang, the armor was thick. I did little more than scratch it. However, it was enough to get his attention. Raising his left hand, Whiplash swung his whip to destroy me. Seeing the danger, I was in, I quickly rolled out of the way just as the corner I was hiding behind got obliterated. Rubble rained down around me as I covered my head. I hope the university could pay for that.

"What have we here? An agent of SHIELD?" Whiplash laughed. "They must be truly desperate to send someone like you."

"Name's Agent, and soon you'll learn that no one in SHIELD is to be underestimated." I soon screamed in pain as one of Whiplash's whips wrapped around me and shocked me.

"Agent? More like Corpse, as in that is all you will be when I am through with you." Whiplash raised his left hand, but an arrow embedded itself in it. We looked to see Hawkeye leap off a building and land in a flowerbed not too far off from us.

The archer smirked. "Freeze." At that the arrow beeped and exploded, encasing the hand in ice. Whiplash roared and threw me at Hawkeye. The more experienced agent leapt out of the way. When I was free I managed to land on my feet, though I was weak from that shock that Whiplash gave me.

"Two former Avengers and a SHIELD agent?" Whiplash laughed. "I'll have enough for a retirement plan from this job alone. Not as much for the agent, but I'll take what I can get." Raising his right hand, the villain swung the whip. It ended up cutting several trees in half. Whoever was in charge of gardening was not going to be happy.

"Seriously, Whiplash?" Hawkeye asked at he fired arrow after arrow. "You couldn't use that arc reactor for…" He was interrupted as the whip came at him. Iron Man fired repulsor after repulsor, but had to keep flying out of the way of Whiplash's whips. Time to take him down.

Pulling out a little gadget the team made in case I had to face a technological foe I ran to Whiplash and placed it on his back. Once I was away I activated it. Whiplash's armor sparked and sputtered before it powered down. Whiplash looked kind of pathetic like that.

"Think the school could use a new garden statue?" Hawkeye joked. However, we heard sirens and police came running with AIM scientists. All of them pointed their weapons at us.

"Freeze. You're under arrest." One of the policemen said.

"For what charge? Stopping a supervillain?" I knew that wasn't the reason. I was a SHIELD agent and Iron Man and Hawkeye were known to have worked with the Avengers. In Stern's villain-protective government, that was enough to brand us criminals.

"Terrorism. Open fire!" The AIM scientists fired their weapons at us. Iron Man flew in and activated his shields. However, the weapons were more powerful than he anticipated. He was thrown back into a building, leaving an Iron Man shaped dent in the wall.

I got my gun out while Hawkeye readied an arrow. "Be ready to run." He said right before he fired. It landed at the feet of the police and scientists. "Now!" He said right as the arrow released a cloud of smoke. We then took off as Iron Man got up and flew off. We could hear the scientists and police clamoring behind us as they saw Stark fly away.

"Need a ride?" We heard Black Widow ask us over the comms. We paused as she came by with a flying car. Hawkeye and I quickly leapt in as some of the police found us. They naturally opened fire as we took off.

"Thanks Natasha. Any luck getting the package?" Hawkeye asked her.

"I know where it is." She replied. "And we need to hurry. Something big is going on right now in Times Square."

* * *

Location: Times Square, New York City

Time: 3:00 a.m.

A big crowd had gathered in Times Square. Most of the people were still in their pajamas, but had obviously been led out by Iron Men. Unlike Stark these weren't piloted by people. They were specially modified by AIM to be hive mind robots that keep people in line. Yeah, the states controlled by Sterns, the Imperial States, were not a fun place to be right now.

In the center of it all was a platform where the leaders of AIM and HYDRA were gathered. There was Obadiah Stone, who basically betrayed Stark when AIM rose to power. He was the one who caused ownership of everything he owned to be handed over to AIM, including the Iron Man armor. Now he was in charge of turning everything Stark had been working to build into weapons of mass destruction. And, as Iron Monger, was the celebrity Tony used to be.

There was also the Controller. He was an AIM scientist who found a way to use technology to take control of other people. Before the Imperial States came to be he was known as the Controller. Still is, but he only takes control of people that he is ordered to.

Then there was the bighead himself. MODOK was still every bit as hideous as when his head first swelled up to enormous proportions. His tiny arms and legs poking out at the sides were… ridiculous. Yet, as anyone knows, MODOK is no laughing matter. He's got full control of the Iron Legion, as the Iron Men were called, and is capable of calculating hundreds of different ways to eliminate someone. Not to mention he could control any piece of technology.

Just as there were three bad guys from AIM on that stand, so there were three bad guys from HYDRA. First on the villain list was the Grim Reaper. One of HYDRA's elites, he had a hand replaced with a prosthetic scythe. He gave SHIELD lots of trouble in the past, and the hood he was wearing didn't help.

Then there was the head scientist of HYDRA, Arnim Zola. One of the pioneers of the digital age, sadly, Zola was the first guy to develop artificial intelligence. He used it to preserve his mind in a robot, which now projects his ugly mug from a screen in the middle of his robotic torso. He used it to create many bio weapons for HYDRA, as well as control pieces of technology.

Finally, there was the leader of HYDRA in the Americas: Baron Zemo. He still wore his traditional purple costume with the gold crown and white fur collar. Yet Zemo was as dangerous as they come. He was skilled as a swordsmen and all sorts of weapons developed by AIM. He used to lead the Masters, his own team to kill the Avengers. Now they're among the leaders of the Imperial States.

That wasn't all there was. A couple of gamma powered villains were also there. Abomination was standing at attention, looking all important. Formerly Emil Blonsky, he was part of an experiment meant to take down the Hulk. He went rogue though, and became a threat to the world. He had been taken down and locked in the Cube, but now he had a full pardon and had the title of general. Effectively he commanded all the armies of Samuel Sterns, as his uniform decked out with medals showed. According to SHIELD he now spent his time hunting down heroes and anyone with the potential for powers.

The other guy was Absorbing Man. Formerly Carl "Crusher" Creel, the boxing champion took a dive from his career. I'm not sure how he got his powers, but I suspected he always had them. Some of the people who he beat in the ring reported his fists feeling like bricks. He used to make trouble for lots of heroes. Now, he was Abomination's second-in-command.

A spotlight then focused in the middle. A hole appeared and from it came the head of the Imperial States, Samuel Sterns. He prided himself on his intelligence, shown by his cucumber-shaped head. It was taller than huge, unlike MODOK's head. If his brains were changed to his brawn, he'd be as strong as the Hulk. I know I've been referring to him as Sterns, but he preferred the name he adopted for himself.

"Citizens of New York. Your Leader has an important announcement." He said. From the faces I assumed that everyone wanted to boo him, but the number of soldiers from HYDRA and AIM, as well as the Iron Legion, kept them from speaking out. Freedom of Speech, or any freedoms guaranteed by the constitution, didn't exist except in the way the Leader dictated. Which pretty much amounted to little more than propaganda.

MODOK and Baron Zemo approached each other. "This day, at this very moment, AIM and HYDRA have come together for an important project." The two AIM scientists brought forth the package. Together, Zemo and MODOK opened it. The big screen showed some sort of substance inside. It looked like a liquid, but it was crystalline, with all the colors of the rainbow emanating from it.

"This, my people, is something the Starks have kept hidden for decades. A new element, never named until now."

"Infinium." MODOK and Zemo said together.

The Leader smiled. "There you have it. The heads of HYDRA and AIM have now named this substance. Know this. Stark would've kept it hidden from you. Stark would've not shared this discovery with anyone. But we. We share it with you. And I make this promise. We shall use it to make the world a better place. We shall win this war. The so-called True States will be added to the empire, and we will all change the world!"

"Hail HYDRA!" All the HYDRA soldiers pumped their fists into the air. The AIM scientists cheered while the people were made to cheer. The Leader smiled as if this were all natural. I felt disgusted by all these lies. Seriously. My ears were bleeding the whole time. Not literally, but still they might as well have been.

I was about to say something to Black Widow and Hawkeye, but I stopped. Something was happening at the platform. The floor was opening up, and three figures were being brought up. They were all tied and gagged with power inhibitors. My eyes widened as I realized they were all heroes.

"To conclude this glorious event I present to you three terrorists who called themselves heroes." The Leader pointed to a man with a golden bandana who wore a green martial arts suit with a black dragon tattoo on his chest. "Iron Fist." He then pointed to a man in black tights with a visor over his eyes. "Cyclops." He then paused in front of a six-foot buff woman with green skin and hair. "And the She-Hulk." Looking back at the audience he added, "AIM and HYDRA have helped to make the Imperial States a safer place, and will help to execute the sentence for all who refuse to obey the laws of this land."

I looked at Black Widow and Hawkeye. "We have to save them."

"Have you seen that down there?" Hawkeye started counting off with his fingers. "They've got the Iron Legion, an army of HYDRA and AIM soldiers, and a lot of killer robots. Not to mention nine of the most dangerous villains in the world are among them."

"If we engage the civilians could be made into the target." Black Widow told me. "The Leader isn't above disposing of innocent bystanders if it suits his needs. And he's used this many times to lure out heroes. It's too risky."

Iron Man landed nearby. "They're right, rookie. Afraid all we can do is stand by."

"Do nothing?" I was exasperated. "You guys are heroes. How can you just let those crooks get away with this? You never let such odds stand against you when you were Avengers." No sooner had I said that than all three of them narrowed their eyes. I got the feeling that mentioning that team name around them was a taboo.

"The Avengers were a mistake." Iron Man said. "Something we thought would work out, but it didn't. They're done. Over."

"Don't know why I ever joined, but I'm glad I left." Black Widow said.

I held up my hands. "Okay, sorry. Didn't know that was a sensitive topic." I looked down. "But I will not just let those heroes die like this." As I spoke Baron Zemo raised his sword over Cyclops while MODOK prepared that brain beam of his to fire at Iron Fist. The Leader pulled out some weapon to use on She-Hulk. Probably some anti-gamma weapon.

Before any of them could be killed something flew by and ricocheted off the robots. It then caused some of the Iron Legion to malfunction and fall. It then became clear that it was a shield, with red and white stripes in a circle. In the middle was a blue field with a white star, and the person who caught the shield was a living legend.  
"It's Captain America!"

* * *

 **There you go. The mysterious substance has been revealed. I hope you enjoyed seeing this organization of villains in this world. If there are any characters you'd like to see appear in this story please say so in the comments. Until next time.**


	4. The Rebels are Born

**Sorry for the wait.**

 **I don't own Marvel or it's characters.**

* * *

Chapter 4: The Rebels are born

Location: Time Square, New York City

Time: 3:25 a.m.

There were several gasps of shock, even cheers, from the people as they saw Captain America. He still looked the same, in his blue outfit with the red and white stripes across his abdomen. The white star was still on his chest, as was the white A on his helmet. His expression was also firm and unrelenting.

"Captain America. By the laws of the land, I charge you with high treason." The Leader said.

"Your laws are corrupt and unjust." Captain America said. "I stand for the true America, the one whose spirit lives on despite your attempts to destroy it."

"Destroy it? I saved it from itself." The Leader said. "Just look back on what happened. Political parties were corrupting America at its very core. People were interpreting the laws to suit their own ends. I did away with all that."

"And placed yourself upon a throne." With that Captain America held his shield up. Then, from among the crowd, men and women struck back at the Iron Legion. There was no common uniform, just whatever they had on at the time. Mainly street clothes. None carried guns, but several of them had lead pipes, clubs, and knives.

"The Freedom Fighters!" Baron Zemo said. Holding his sword up, he ordered, "HYDRA, attack!" The soldiers then moved, firing their weapons at the ragtag group that Captain America now led. To my surprise, one of the fighters raised her arms and a barrier formed, blocking the attacks of the soldiers.

"A million dollars to anyone who brings me a Freedom Fighter." The Leader said. "Two million for Captain America's head." Sadly, I fought that that was a price people were willing to pay. Several men and women surged forward, trying to grab any of the Freedom Fighters. The barrier was made to keep the civilians out.

MODOK had other plans. "Attack the people!" He ordered the Iron Legion. The suits began to fire into the crowd, ensuing mass panic. People began trampling each other, either to get away or to try to break through the barrier before they were taken down.

I looked at my team. "We moving in. Now." There was no argument from anyone. Iron Man flew down and began to blast the Iron Legion out of the sky. Cries of surprise came from the crowd as they saw him.

"Iron Man? Impossible!" MODOK said. "AIM took everything! All the armor!"

"Well, you missed one." Iron Man then blasted MODOK back with one of his repulsors. He then went back to blasting his former armors. Unfortunately, he didn't see Absorbing Man touch one of the fallen drones, and gain a metallic skin.

Hawkeye stepped in. He fired a grabbling arrow at a nearby building. Black Widow, Hawkeye, and I grabbed on as we swung down over the crowd and landed on the stand.

"Hi. Are we late for the party?" Hawkeye asked as he fired an arrow at the Controller's head. It then shocked him, knocking him to the ground. Well, we won't have to worry about him during this fight.

I had to roll out of the way to avoid being sliced by Baron Zemo's sword. "SHIELD? Here? I was certain that freak MODOK took you out."

"You thought wrong." I said as I tried to kick his legs out from underneath him. Unfortunately for me, he leapt out of the way and pulled out a gun. Black Widow and Hawkeye joined me in moving out of the way.

"Black Widow. I've got a score to settle with you." Abomination said as he stomped over to her. She just fired her Widow's Bites at the gamma villain. It didn't look like something that would do a lot of damage to him, but it did. Abomination roared in pain.

Heading over to the other heroes, I pulled out my bowie knife to cut them free. Iron Fist and Cyclops had regular ropes tying their wrists together. She-Hulk, however, had some sort of device on each of her wrists. Probably some sort of gamma inhibitor.

Once Cyclops got the ropes off his wrists I looked at him. "We need She-Hulk to stop Abomination and Absorbing Man. Blast the inhibitors off her wrists."

"Why are you helping us?" He asked me.

"It's the right thing to do." He seemed surprise at my response, but looked at her wrists. He fired a light optic blast at her wrists, frying the gamma inhibitors. Immediately she broke her ropes and stood, looking at me.

"You want help smashing bad guys? I'm in." With that She-Hulk leapt over to the Iron Legion and pulled two of them out of the sky. She then smashed their heads together, effectively shutting them down. She then leapt to two more.

Something wrapped itself around my neck and pull me back. I gagged as I fell onto the street, landing on some can something didn't throw in the garbage. My back really complained as I tried to see who was attacking me. I found myself staring into the gun of Viper.

"Finally caught up with you." She said. "No one makes a fool of me, especially not some pathetic SHIELD agent." I couldn't answer her because the whip was crushing my windpipe. She smiled at my pain and prepared to pull the trigger.

However, a glowing fist knocked the gun out of her hand. We looked to see Iron Fist was standing there. "I am against striking a lady," He drew his fist back, "but you are no lady." Focusing his chi into his fist, Iron Fist struck Viper and sent her back. The blow forced her to let go of her whip, which was still tight around my throat. I struggled to get it off, but my fingers felt funny. My vision was blurring. What the…?  
"Don't move." Iron Fist told me. "She put poisonous barbs along her whip."

Now he tells me.

"Let me heal you." He then started focusing his chi energy. At least that's what I think he was doing. My knowledge of martial arts was limited to the old kung fu movies I used to watch. If he is using his chi couldn't he do it quicker? Dying by poison is low on my list of ways to go.

Two things then happened. First, he ripped the whip off my neck. Then, my entire body was racked with pain. I'm not kidding. It felt like someone stuck hot metal rods into every corner of my nervous system. I couldn't help but scream in pain at the sensation. After a few agonizing moments, it passed. I looked at him, but before I could say anything he told me, "The poison has been removed from your body?"

"I think I'd rather get a shot than go through that again." I said. "Thanks though."

"What's going on down there?" I heard Fury call me on my comm.

I answered, "The mysterious package contained something called Infinium. We're also fighting HYDRA and AIM while trying to rescue three heroes."

"Three heroes? Agent, get them back to the Helicarrier now. That's an order!"

"Yes, sir."

"Sounds like that's our cue." Black Widow said on her comm. I saw her leap over Abomination before striking him in several spots. The gamma monster fell over as she disappeared into the crowd.

Iron Fist sensed something. "Duck!" He forced me to the ground as he punched the air while gunshots rang out. Viper came up pulling the trigger on her gun. Light clinking on the pavement filled me in on the details. He was stopping her bullets with his fists.

"Out of my way, Iron Fist." Viper ordered.

His response was to assume his kung fu pose. "Never."

"Then die." Before she could fire she was blasted back by a unibeam. I looked to see Iron Man was descending form the sky.

"Viper, you know that attitude isn't very fitting for a diplomat." He said as he aimed his repulsors at her.

She just wiped some blood from the corner of her mouth. "Says the one who's now a terrorist?" She then flipped back to avoid getting hit by a wrecked car.

She-Hulk then leapt to us. "We've got some company." We looked to see Absorbing Man had absorbed something made of iron and was coming our way swinging his ball and chain, and looking eager to hurt us. An arrow latched itself onto his ball and exploded, covering him in foam that quickly hardened.

Hawkeye spoke into his comm. "If someone's got a plan, now's a good time."

"Hawkeye, get Cyclops over with us." I said.

"No problem." After he finished speaking members of the Iron Legion began to circle us. She-Hulk tore any that came close apart. I fired at some, but the most that did was put holes in the armor. Iron Man blasted them out of the sky while Iron Fist used his iron fist to punch several back.

There was a bright flash and I heard someone screaming. I turned to see Cyclops blast Grim Reaper into a dumpster. It was kind of amusing to see that, but we were getting outnumbered. More HYDRA and AIM soldiers were joining the Iron Legion in fighting us.

Lights then shone down on us. I looked to see Black Widow had arrived in her flying car. Finally. She did fire her Widow's Bites at several soldiers before telling us, "Time to go."

She-Hulk and Iron Fist leapt into her car. Hawkeye finally got to Cyclops and used a sonic arrow to clear a path for them. The two of them caught up with us and got into Widow's car. She then took off with Iron Man flying behind to blast any Iron Legion away from us.

* * *

Location: Classified  
Time: 6:00 a.m.

Back on the SHIELD Helicarrier we were watching the news as the Leader was making it. He was twisting several facts to make it seem like this was an unprovoked attack on New York City and its people. TO make things worse the speaker was none other than J. Jonah Jameson himself.

"As if these mutant menaces and gamma monsters weren't bad enough, the terrorist organization known as SHIELD sent agents to attack the good people of New York. Former Avengers like Black Widow and Hawkeye were among the criminals. It's my professional opinion that Spider-Man is in cahoots with these villains, and is plotting to strike at the people again.

"In this footage we have Baron Zemo standing against the star-spangled traitor Captain America. Captain America and his Freedom Fighters may be claiming to be fighting for the freedom of America, but all they want is to push us back into anarchy! Don't you worry, folks. We were able to get a few words from Baron Zemo shortly after this attack."

I walked away. I felt so sick in my stomach because of how he was selling these lies to those people. Sometimes I wish that Jameson had perished in the war. What that man has against any hero is beyond me. Still he sometimes made me want to knock his teeth out.

"Sad, isn't it?" Coulson asked me. "To see that some people buy into the rule of people like the Leader."

"He's a moron." I said.

Coulson nodded in agreement. "I agree."

"Regardless of what you agree on, the fact remains that your first mission was a failure." Fury told us. "HYDRA and AIM got their hands on that Infinium substance and who knows how they'll use it to make deadly weapons. What's more you brought unwanted attention to yourselves and now the world knows Iron Man is alive and well."

"It was going to happen sooner or later." I responded. "You knew that when Iron Man was put on the team."

"Well it looks like your team might be splitting up." Fury said as he led me to the debriefing room. Hawkeye, Black Widow, and Iron Man were arguing with each other. Geez, leave them alone and they start bickering.

"Your reckless stunts are why we lost the Infinium!" Hawkeye told him.

"Hey, at least I was trying to keep it from getting away." Iron Man said, "And the only reason why I agreed to help you was to get Stark Industries back. Where is it? Oh yeah. Still in MODOK's greedy hands."

"We're working on getting it back." Black Widow said. "But you know that's going to take a while, with all the power AIM has now."

"Well do things faster!"

"Hey, you're not the leader here. We're not the Avengers."

"No wonder, considering how things go just as bad as when we were part of that team."

She-Hulk, Iron Fist, and Cylops were watching from the side. I got the impression that they weren't impressed with how the team was handling itself. Frankly, I wasn't too impressed either.

"If you can't handle how I do things, maybe I should go solo." Iron Man said.

Hawkeye gestured to the door. "Go. And I hope I never help you again."

"That's enough." I said. "We're supposed to be a team."

"And think about what you accomplished. You rescued three heroes from certain death. You struck a blow against the Leader, and showed the people he was vulnerable. And you gave people hope." Coulson pulled up the news report on the screen. "They may be saying otherwise, but that doesn't change the facts. You gave not only the Leader, but HYDRA and AIM reason to be afraid."

"The Avengers broke up for a reason." Hawkeye said. "We're not going to reform the team."

"That's the problem." Fury said. "You think that you're becoming Avengers, but you're not. You're right, Barton. That chapter has closed. You are not the Avengers, so all of you stop acting like them."

"Then what are we?" Cylcops asked.

I listened to the news. Jameson was still ranting about how we were menaces, and that the Leader was promising at a speech to take care of all rebels to… wait a minute. That last one. That's it. "Play back the report."

"Why?" Hill asked me.

"I think I just found something."

Maria played back the news to where the Leader was saying, "…but there's no need to worry. Your Leader will take care of all threats. These rebels will be dealt with—"

I then paused the screen. "There. What he said. "That's our name."

Black Widow looked at me. "Rebels?"

"Just be glad I'm not suggesting we call ourselves the Rebel Alliance."

She-Hulk nodded. "It makes sense. In his eyes we are rebelling against his rule."

I looked at the three heroes we rescued. "If you do not wish to join, you don't have to. We can take you somewhere where you'll be safe."

"Nowhere will be safe while the Leader remains in power." Iron Fist said. "And while we hide the people will suffer. This is our chance to strike back at him."

"And I've got some punches saved for that melon head." She-Hulk added. "I'm in."

"Mutants are persecuted worse now than they were before." Cyclops said. "He took people I care about. I'm not going to let him continue with this."

I then looked at the former Avengers. "Iron Man, you were reckless, but you still managed to save our lives. There's still a place on the team for you, and we promised to help get Stark Industries back. One thing I never do is break a promise." I then looked at Black Widow. "You know more than I do at how to infiltrate the enemy. If we do this, we need your help." I then turned to Hawkeye. "You've been a SHIELD agent longer than I have. And the Rebels will need your experience…"

"I'll help." Hawkeye said. "Spare me the mushy stuff."

I nodded. I then looked at the new team. Iron Man. Hawkeye. Black Widow. Cyclops. Iron Fist. She-Hulk. Not a bad roster. I think the Rebels might actually have a chance against the Leader and his forces.

* * *

 **I'm still not sure the chapter is the best. I'm feeling like something's missing, but I don't know what.**

 **I do have an important announcement: I've been hired recently and will start work soon. For now, I may need to put all my stories on hiatus. Sorry.**


	5. The True States

**Finally got around to this.**

 **I do not own Marvel.**

* * *

Chapter 5: The True States

Location: Classified

Time: 9:45 am. 5 days later

"I can't believe this!" Tony slammed his fists down on the table. "A week! A whole week and you've done nothing to get my company back!"

Nick just stared at the former billionaire. "Rome wasn't built in a day, Stark. We're doing all we can—"

"Well, it's not enough!" Tony pulled at his hair. "Every second we spend here planning and waiting gives MODOK more time to destroy everything my father built! Everything I built! I'm not going to just let that happen!"

"And who was drinking all his problems away in a bar when we found him?" The director of SHIELD looked at the former Avenger. "Need I remind you that when we got to you you had nothing? Not even your armor?"

"What good is it if I can't even protect what's mine?"

Hawkeye face-palmed himself. "That's exactly the kind of problem we had with your leadership in the past, Stark. Everything was about you and your company. Morning, noon, and night, it was Stark this, Stark that. Well, guess what, Tony? You're not Emperor Stark, so stop acting like it."

"And who gave you permission to speak, Robin Hood?" Tony asked him. "You and Romanoff were the ones who kept going behind everyone's backs, and didn't come clean on everything."

Black Widow narrowed her eyes. "A lot of what we do is classified, Tony. Last time I checked, you didn't even hesitate to tell everyone that you were flying around in a fancy metal suit."

I held my head. This kind of arguing had been going on for the last forty-five minutes, and I was getting a headache from all the bickering. We were supposed to be getting briefed on our next mission, but someone, I'm not saying who, was getting impatient. His helmet was lying on the table, staring like another pair of eyes.

Iron Fist was muttering something in Asian while She-Hulk was starting to lose her patience, but it was Cyclops who spoke up. "That's enough, Iron Man. SHIELD is doing all they can to help you, but they've got several terrorist organizations running loose across the world, of which AIM is one."

"Can it, Eye Guy." Tony told him. "Or need I remind you that if it hadn't been for us that you wouldn't even be alive?"

She-Hulk slammed her fists down on the table now. That made the other end fly up into the air with enough force to cause the Iron Man helmet to embed itself into the ceiling. When the table came back down I was sure something was going to break. It sounded like the collision with the floor nearly broke both in half, almost like a piledriver colliding with a mound of vibranium. The only damage done was that the table now had two fist craters in it.

"Everyone chill out!" She snapped. "There's nothing we can do right now. MODOK and AIM got Stark Industries because they used the law and manipulated it to their advantage. The court ruled in their favor, and all legal documents are in their hands. But arguing about it isn't going to help this team."

It was then the door opened and Agent Hill walked in. She seemed to be looking over some documents, but it was clear that when she saw some of the damage that had been done at our meeting/argument her face was like that of a deer in car headlights. "Do I even want to know what happened here?"

"There's nothing you need to know, Agent Hill." Fury looked at her. "Did you finish looking over those reports."

"Ah, yes." Agent Hill handed two folders to Fury and Tony. "We've been monitoring the status of Stark Industries for the past six months. The Imperial States show that it has been declining, but the True States have the opposite. The company is actually prospering there."

Tony looked at the papers and frowned. "Wait, wait, wait. That's impossible. It should be declining everywhere. Why is it doing well in the True States?"

"That's what we want you to find out." Fury answered. "The numbers aren't adding up here. So unless there's a guardian angel for Stark's company, which I highly doubt, something fishy is going on." Turning to all of us, he said, "Head to the True States, see what you can find out about Stark Industries activities in that country, and report back. Try to keep a low profile. We don't want the wrong people getting wind of what we're doing there. And Viall."

"Yes, Director Fury?" I asked.

"Stop calling yourself Agent!" He told me. "I'm embarrassed to think that someone who passed every SHIELD examination can't even think of a decent codename, or that he even needs one. From this point on, when you're in the field, stick with Agent Viall. If you even refer to yourself as the Agent, I swear I'll lock you up and through away the key before sending your cell into space. Am I clear?"  
"Sir, yes sir!"

* * *

Location: Washington DC, True States

Time: 12:15 pm

Well the old capital of the former USA hasn't… actually it's changed a bit. There were more skyscrapers here than there had been in the past, up to the point where the city felt like New York 2.0. The famous monuments and landmarks were now boxed in, almost like progress had become a cage for what had been the country.

Like in New York, we had to go through covert style. That meant sticking to the roofs and shadows. I was standing on top of the new Daily Bugle building that was the new headquarters for J. Jonah Jameson. I still smiled and laughed about how his headlines had ticked off the Leader. At least the pinhead did get something right. Still hated the man.

Iron Man flew overhead. "Great view from up here." He said over the comms.

"Iron Man. This is covert. We need to avoid drawing attention to ourselves, not flying around in broad daylight announcing we're back." Black Widow reminded him.

"You do covert, I do extravagant." Iron Man said. "Better let these people know they got their heroes back."

I heard Cyclops sigh. "Tony, it's not going to be that simple."

"Sure it will be. The camera loves me. The people love me." I saw him do a loop-de-loop in the air as he swooped down to the civilians, waving at them before coming back up. For one of the smartest minds on the planet, he could be such an idiot.

Something caused Iron Man to fall out of the sky and crash into a parking garage. I reached up for my comms. "Iron Man is down. Repeat: Iron Man is—" I was cut off as something grabbed me from behind. I felt the wind rush by me as I was heaved through the window of a building next door. Oh, my body hurt.

I got a good look at the attacker. His build was muscular, and enormous like the Hulk's. However, he still had the same Caucasian skin that most people had. He had spikes on his knuckles as well as claws, and finned ears. His mouth was full of fangs, reminiscent of Venom. When I looked I could see some of his spine protruding from his back. A long tail with three grasping claws snaked around and grabbed me again, slamming me down into several desks and chucking me into a wall. I ended up coughing up blood as the creature stomped towards me.

"What would a SHIELD agent be doing here in the True States?" He asked me. "No matter. You should've known better than to come here."

I struggled to get up, but it felt like he broke several bones in my body. I cried out before collapsing again. This was humiliating. Where was my team?

"If you're thinking of calling for backup, don't. My team's already taking care of them." He then kicked me and sent me flying into a wall. I was sure I heard more bones crack while I screamed in agony. "It's no fun taking on someone as weak and pathetic as you, but orders are orders." He picked me up, squeezing me as hard as he could. Before I passed out, I remember that thing said to me, "Lucky for you someone wants to see all of you."

* * *

I woke to find myself sitting in a chair, someone pressing a glow stick to my arm. I cried out in pain before I noticed the pain was subsiding. I looked, and all my cuts and bruises were vanishing. I swear I felt as if the bones in my body were putting themselves back together. I then noticed I was in some sort of office, with the flag of the True States propped next to a window. There were also lots and lots of rare artifacts on pedestals throughout the room, while masks of every culture and country hung on the walls like creepy decorations.

Behind the great desk in the room sat a man. He was dressed in a dark suit, which only improved the ominous feel the room gave. He had a bright green tie on, which was strange. He also had red hair, and a very serious expression, like he's deciding if I was to be killed or negotiated with. His eyes seemed to suggest he was considering the former.

I looked to see the rest of my team was on either side of me. Every single one of them looked as if they had been beaten up too, and I could only assume it was by things as strong as the one that attacked me. Even Iron Man had gotten a beating, and had been stripped of his armor. His face didn't look like one for the cameras now. All of them were getting similar treatment to me.

Eventually the man waved his hand. "Leave us." The people healing us took their devices and left. The man got up and walked over to us. "SHIELD is not welcome in the True States. Not after the war. Which brings the question, why is SHIELD here?"

"Well it's not for Halloween." Hawkeye told him. "You got so many masks here the children won't have to go to their store this holiday."

The man picked up one of his masks, one that looked like an oni mask from Japan, and observed it. "Masks are an interesting concept. Some cultures believe that when a person puts one on, they take the identity of that mask." Putting it back, he looked at my team and continued, "Many of you wear masks all the time, so some would think that you are really your masks, and not who's behind the mask."

"Does this have a point?" She-Hulk asked. "Why are we here?"

"First, why is SHIELD here?"

"Trying to investigate why my company's surviving here while it's being destroyed everywhere else." Iron Man said.

The man looked at him. "AIM has no hold in this country. Here, Stark Industries is now a subsidiary of OsCorp. Thanks to my son, both now thrive in the True States of America."

Black Widow blinked. "So, Norman Osborn is no longer CEO of OsCorp?"

"Harry now carries that mantle." Norman said. "I've been busy running the country as its president. Thanks to the Superhero Registration Act, it set the stages for the country's downfall. Opened a door for HYDRA and AIM, which could have remained closed had the Avengers been there."

"Don't bring that mistake into this!" Iron Man said. "What have you been doing to my company?!"

"It's not your company. Not anymore." Norman said. "Stark Industries makes what my son decides it does, and right now it's prospering by helping OsCorp produce the tools needed to stay the Leader and his empire."

"You're using my company to make weapons?!" Iron Man shouted. "No! I shut down that division of Stark Industries!"

"Which we opened up again." Norman stared at him. "Don't pretend that you made some of the best weapons the world had ever seen. Your armor is still the crown jewel. So, this is a deal I have for you: You provide us with the schematics to produce more Iron Man armor, or I'll brand you as criminals for this countries heroes to take down."

"Heroes? What heroes?" Iron Fist asked him.

Norman Osborn smiled before pressing a button. Holographic images appeared in front of us, one of which was the monster that attacked me. "May I present to you the Real Avengers."

* * *

 **This was some fun world building. I've been keeping the Real Avengers roster anonymous right now because next chapter I'm going to reveal them. In the meantime, I'm sure you can imagine who would be part of Norman's team.**

 **The villain who attacked Agent Viall is an OC that AquaDestiniesEmbrace and I came up with together.**


	6. Real Trouble

Chapter 6: Real Trouble

Location: Washington, DC

Time: 2:30 p.m.

"The Real Avengers?" Hawkeye asked. "In case you haven't noticed, those guys are all criminals."

"Were criminals." Osborn corrected him. "The war has made them see the error of their ways. Now they're repaying society by serving as its heroes. And I must say, they are far more effective than Stark's team ever was."

"That's up for debate." Iron Man said.

Osborn glared at him. "No, it isn't. The discussion I want right now is will you help the True States or will you become its new criminals?"

She-Hulk then cleared her throat. "President Osborn, will all due respect, you are overstepping your power as president."

"This isn't the United States. Not anymore." Osborn told her. "Here, I—"

"Yes, I know, but your laws operate similarly to the good ol' USA." She-Hulk continued. "I've studied the laws in this country, and according to Article Six of the Constitution in this country anyone who is found with super powers has to be taken to Congress. If the majority of both houses find the person, or persons, to not be an immediate threat, the courts then review their decision before you're given the final say Osborn. If you brand us criminals, here and now, without the proper processes stated in the law, then you run the risk of impeachment, and possible removal from office."

I stared at She-Hulk. She had a way when it came to politics. Never was my strong point, but she sounded like she had all of the laws memorized like the back of her hand. It was very impressive, I must say. No wonder Fury was okay with having her on the time, despite her being a Hulk.

After several minutes of contemplation, Norman agreed. "Very well. Tomorrow you will be transported to Congress, and the process of your fate shall begin. You will regret not leaving the decision to me. And mark my words, Stark, they will agree with me on that. We need that armor technology to fight the Imperial States." Snapping his fingers, the medics came back in. "My staff will finish treating your wounds, but you will be spending the night in the Ravencroft Institute I built here. That way, you won't try anything funny."

* * *

Location: Ravencroft, Washington, DC

Time: 11:45 p.m.

That night, I laid in my cell looking out the window. I felt like a criminal behind these bars, except I still had my uniform. Here, they don't remove your stuff unless you were a convicted criminal. However, Inhibitor Collars were placed on us to keep us from using our gifts and abilities. I could scratch my itches and stretch, but that was it. If I tried to use my comm, or reach into my pockets, I would get a nasty shock. Then I'd wake up to find guards over me with Photon Blasters pointed at me.

So here I was, enjoying myself while I waited to be transported to trial. Not. This was awful. If Stark hadn't been so keen to find out what was going on with his company in this country, we wouldn't be in this mess. And the Real Avengers. I don't trust them. Osborn said they were reformed, but I find that incredibly unlikely.

"Oh, look what we have here. An agent of SHIELD." A voice said. I looked around but saw no one, yet got the feeling I was no longer alone. I would've gotten ready for a fight, except if my collar sensed aggression I'd get shocked. Yeah, real piece of work.

"Up here, Bond." I looked up to see someone I had never seen before. I could tell from the shape and voice that this was a woman, possibly around twenty. Her outfit seemed to mainly be a black leotard with a white top. Along her biceps were a web pattern that if I squinted could also see inside her hoodie. She also had some sort of teal slippers on her feet. Kind of strange if she wanted to stay hidden. Did I mention that she was crouching on the ceiling? "It's me, your friendly neighborhood Spider-Woman."

"Spider-Woman?" I shook my head. "No, that's impossible. Spider-Woman was killed in the war, and you sound American."

"Well, I'm not the same Spider-Woman, Einstein." She deadpanned. "And I know what happened to her. I don't need a history lesson. In school I aced that class."

I shook my head. "Look, why are you here?"

"Sightseeing. You should check out the mints they get here in Ravencroft." She joked. "Okay, so they don't give mints. The news was reporting that Osborn's hit team caught several criminals today, all from SHIELD."

"And you just had to see for yourself."

"Congratulations, Timmy. I'm moving you to the head of the class."

I rolled my eyes. "Now's not the place for quipage."

"Hey, quipping is what we spiders do best." She smiled. Or at least I think she did. It's kind of hard to tell with that mask of hers and in the dark. "But seriously, you and your team need to leave. Now."

I shook my head. "No way. I'm going to show the people that the Rebels respect the laws of the True States."

"The laws are just formality here." Spider-Woman said. "They don't really mean everything. Every last politician here may as well be a clone of Osborn. All of them are in his pockets. He pays them to make the decisions he wants. Here, we're basically ruled by Palpatine. You do know who—"

"I know who Palpatine is." I said. "SHIELD agents do watch Star Wars."

"I thought the Force was strong with you." With a small chuckle, Spider-Woman came down to my level. "Look, I can get that collar off you, and then I can work on freeing your friends. But we have to work fast. We can either spend the night discussing why or you can trust me. My spidey sense is telling me you are okay, otherwise I wouldn't be here. And here in the True States, okay means you're against Osborn."

I thought about it. Time was of the essence. If the rest of the Rebels were free, we can use the time to get back to the SHIELD Helicarrier, and get out of the True States. We were definitely going to be branded as criminals, but if what this spider said was true, that was going to happen if that's what Osborn saw us as.

"Fine." I said. "Get us out."

"Just wait here. I'll get the key." Spider-Woman moved to the window.

I held out my hand. "Whoa, wait. What do you mean, get a key?"

"I don't have one on me. What, do you think Osborn gives free keys to everyone?" With that, she was out of the window, and I was left waiting for her to come back.

I was almost asleep when she came back. "Sorry. There were a lot of guards that were empty handed, literally. This one came from GI Joe's lost twin sister, if he has one." With that, she slipped the key into the collar around my neck and the device finally slipped off. I rubbed my sore neck before I felt something sticky on my back yank me up. "Stick close to me, which now that I think about it is all you can really do." She told me as we swung out of the cell.

What is it like swinging on webs with someone younger than me? Apart from the possibility of her misjudging the strength of her webs and me ending up a splat on the pavement, it was kind of fun. Like a strange roller coaster where the ride is your harness and there's nothing to stop you from falling several feet to the ground. Whoever Spider-Woman was, she must've had some sort of super strength because she always managed to toss me when she needed to and catch me with ease.

She finally stopped outside another cell. Inside was She-Hulk, already asleep. Great. Now how do I wake up a sleeping Hulk and not end up on the to-smash-right-now list? Spider-Woman was ahead of me. She shot some of her webs at She-Hulk. The green lady woke up with webbing covering her mouth, and she was not happy about that.

"You can either go crazy right now and alert the guards, or you can wait until I get that collar off you." Spider-Woman told her. She-Hulk glared at her, but remained calm. The arachnid hero then slipped the key into her collar. Once it was off, She-Hulk looked at us. "Iron Man is down the hall. He's been trying to get his collar off from what I could tell from earlier."

"All right. Let's get the others, and then get out of here." I said.

"I can provide a distraction." Before either of us could say anything She-Hulk went to her cell's doors and tore it of its hinges. Immediately alarms started blaring throughout the entire facility. However, the green lady just ran out like the bell rang for school to end. I then heard smashing in the halls.

Spider-Woman looked at me. "Is she always like this?" I just shrugged in response, when the hero beside me tensed. "Spider-sense is going crazy. We should go now." Before either of us could move a muscle I got tackled from behind and thrown into the hallway.

"Well, well. Look what we have here." I recognized that voice. From my training. Thanks to the alarms, emergency lights had gone on, so I was able to get a good look at the attacker.

Spider-Woman leapt next to me. "What are you doing here, Venom?"

"Our job." Venom then shot out some of the symbiote webbing and latched on to me, throwing me around like a rag doll. A rag doll that could feel pain. Note to self: If I get out of this, complain to Fury that the LMDs are incredibly slower than the real things. And not as rough! "Sorry, agent of SHIELD? Thought you could break out?"

"No, I just needed to stretch my legs." I groaned. "Seriously, what kind of place is being run here?"

"The best kind. The one that knows how to deal with freaks like you." Venom paused to look at some guards who were just arriving. "Stand down. We got this."

"Our job is to keep prisoners from escaping." One of them, who looked fresh out of high school, said.

Venom grabbed him and pulled the kid to his ugly face. "Then consider yourself fired for your incompetence." To my shock, Venom threw the kid outside the hole he made in the wall. I could only watch horrified as the kid's screams were abruptly cut off. The symbiote-possessed person looked at the other guards. "Anyone else?" When they lowered their weapons and stepped back Venom chuckled. "We didn't think so."

Spider-Woman then webbed the back of his head. "You know you're supposed to let someone know in advance before you fire them."

"We did. We told him right before he went flying." Venom then twisted himself around, yanking the female hero off her feet. She then collided with his fist and cried out in pain.

I struggled to get the webbing off me. Dang it, it's hard to work without any of my tools. Osborn's guards really know how to pick an agent clean.

Heavy footsteps echoed through the hallway, and I got the feeling She-Hulk wasn't stomping on the floor. "Remember me, Agent? Looks like I'll have to make sure you don't bounce back from this beating."

"Monstrosity. It's about time you showed up." Venom snarled while wrapping up Spider-Woman in his webbing.

"Not everyone is fast like you, Venom." The monster who took me out before, the one called Monstrosity, said. "But we are better looking."

"We disagree with you on that."

Repulsor blasts came from down the hallway, making the two monsters groan in pain. "Girls, you're both beautiful. In the hideous, nightmarish look that you both pull off." Iron Man then grabbed both Spider-Woman and me, and then flew off with us. "Hey there, beautiful. Don't believe I caught your name." I rolled my eyes. Was he seriously going to flirt with Spider-Woman?

"It's Spider-Woman, and to be frank, you're not really my type." Spider-Woman told him.

He looked at her. "Seriously?"

"Stark!" I snapped. "Focus! Where are they others?"

"Well, I left She-Hulk trying to smash out a couple of—" He was cut off as we were tackled by someone. As he crashed, I heard him groan, "Oh, no. Not you again."

"What's the matter, Stark? I thought you liked having women run to you." A female voice said. In the lights, I saw someone in Iron Man armor, except the design was clearly for a female body. The color scheme was also different, red, white, and blue, almost like Captain America's outfit. There was even a white star over the arc reactor.

I blinked. "Okay, I give. Who are you? Miss America?"

"I am Iron Patriette, leader of the Real Avengers." She introduced herself. "And guess what? You are in serious trouble."

"Sorry, lady. But you're not taking me down like you did this morning." Iron Man fired his repulsors at her. He pointed one arm at Spider-Woman and began cutting her out of the webbing she was in using his laser.

Iron Patriette then tackled him. "I beg to differ. And for the record, it was noon." She blasted him back using a unibeam from her chest. Iron Man ended up digging a trench through the floor, and through a wall. The armored woman then grabbed me and Spider-Woman while we were still struggling to free ourselves. "Come on. I'll show you how a real team functions."

* * *

IRON MAN'S POV

"D'oh!" I grunted as I crashed through the building. I managed to get my flight stuff working before I crashed to the ground. Okay, lady. If that's how you want to party, then let's tango. I started to fly back in, but someone else tackled me from the side.

"Sorry, but there's a mandatory meeting out here, and you're not going to miss it." Moonstone? I remember seeing her on Osborn's list of Real Avengers, but she was a criminal! Did Osborn remember what she did in the past?

I struggled to get free, but as soon as she let go webbing coated me. I was then dragged down by Venom. "Looks like everyone's together." He said, and then I got a good look at all the Real Avengers. Moonstone floated down in her white and brown outfight, landing next to Bullseye who still had the same black outfit with a target on his head. Then there was Venom and Monstrosity, and someone in a knock-off costume of Wolverine that was orange and brown. Daken, that was his name! Standing next to him was Ares, still dressed like a gladiator, was brandishing his battle axes. A security guard then approached us, before changing into a woman in white tights with a golden mask. An old foe of mine, Madame Masque. Standing in the center was Iron Patriette, and she was dragging Agent Viall and Spider-Woman.

Wait. They weren't the only ones there. She-Hulk, Hawkeye, Black Widow, Iron Fist, and Cyclops were also there. And either they were all taking a nap piled on top of each other or they had been knocked out. I'm going with the latter.

"So, you took out the team one-by-one." I said. "Couldn't take us all at once?"

Iron Patriette scoffed. "Anyone knows that picking off the opposing team one by one is crucial for a victory."

"It's a strategy effective in war." Ares said. "And now, as prisoners of war, all of you will be executed."

"Hey, we're not—" I started.

"Face it, Iron Man." Bullseye said. "You lost. No matter what team you're on, you stick to the same tricks, flying off on your own, guns blazing."

"Now your cheap imitation of our team will pay the ultimate price." Moonstone said.

I held up my hands to blast them, but Ares grabbed them. Tightening his grip, I felt the suit cracking and breaking under his grip. Bones felt like they were close to following them. He then slammed me into the ground. Stupid war god. "You're no warrior. You were never fit to lead in the past. What makes you think you know anything of war, mortal? Your hubris has led to your downfall."

"You force your company onto others who were unprepared for the responsibility, become a drunkard, gamble much of your fortune away, and shut down the only division that made any real progress." Iron Patriette said. "You're a failure and a fool, Anthony Stark. You were never a hero. You were only a scared little boy hiding behind a suite of armor."

As I saw the team I was part of lying unconscious, their words hit me harder than Abomination's fists. I tried to blame the falling of my company onto AIM, but if I hadn't taken my work more seriously… if I hadn't… it was all my fault. I thought I could be someone by being Iron Man, but even that failed. And now, I was going to lose my team. What have I done?

* * *

 **Yeah, I thought it would be good to give Iron Man some development here. Have Stark realize that his traditional methods aren't good enough anymore, and that his recklessness causes more problems than it solves.**

 **Special thanks to Booksaboutnothing for their help with the outline. Yes, the Real Avengers are basically the Dark Avengers of the comics. I did add some extra characters like Madame Masque, and I thought it was a good time to include an original villain that AquaDestiniesEmbrace and I came up with together, Monstrosity. I didn't see any reason why I couldn't include original heroes and villains in the story.**


	7. Invincible

**Hello everyone. I'm back with a new chapter (finally).**

 **I do not own Marvel or its characters.**

 **Agent Burrus Viall and Stratagem are mine.**

* * *

Chapter 7: Invincible

Location: Ravencroft, Washington, DC

Time: 12:00 a.m.

IRON MAN'S POV

"Hello, Stark." A voice said in my helmet, causing me to start. "Do not be alarmed. I am Stratagem. I am an AI created by SHIELD to see through enemy strategies and create a path to victory."

I blinked. "But when did you get in my armor?"

"I was inserted into your armor when SHIELD first acquired the Mark 35 armor. Director Fury thought you would need a companion when JARVIS was deleted."

The memory of that day still burned in my mind. As soon as MODOK got his tiny little hands on my company, the technopath wiped JARVIS from all my systems. I still owed the ugly bobble head a punch to the face. But I was more annoyed that Fury was still messing with my stuff. "Remind me to tell fury that I don't want him getting his hands into my things."

"Will do. Now, to obey my programing, I've noticed several weaknesses in the Real Avengers. Scans show that Ares's body is capable of lifting up to 70 tons."

"Then let's hope that he's got an ego to match." Turning on the speakers, I put my theory to the test. "Hey. Ares right? Greek war god? That's got to be some reputation."

"It is." Ares puffed out his chest proudly.

"But how strong are you? Thor bragged of his strength all the time."

"Asgardian filth. The Norse gods are always weak. They did not have the temperance that the gods of Olympus have. I, Ares, am the greatest hero of the world!"

"But what about Monstrosity? He was exposed to gamma radiation like the Hulk and Abomination, and both those guys have been equal to Thor in battle. You sure Monstrosity doesn't think he's stronger?"

"The beast knows his place. He would not dare challenge me, unless he wanted his head on my wall."

It was then Ares was struck from behind. The force was enough to knock him off me and send him crashing into a wall. "Don't be so sure, Mohawk."

The war god leapt out in a rage. "You dare to strike Ares, son of Zeus?"

"Yeah. I dare." Monstrosity smiled sadistically. "I'm the strongest being on the team. I'm the strongest in existence."

"Impudent monster!" Ares swung his axes at Monstrosity and knocked him back. "I shall slay thee for your arrogance!"

Monstrosity then leapt at the war god and the two of them began to duke it out. The vibration of their fists echoed through the prison, shaking the walls and my armor as well. "Great, Stratagem. What else you got?"

"I've recalibrated your repulsors. They will now serve as a wake-up call for the rest of the team." Strategem answered.

"Great. Let's use them." Pointing my gloves at the dogpiled team, I fired them. Every single one of them woke up grasping their ears.

She-Hulk was the crankiest of them all. "Stark! I'm gonna get you for that!"

"Maybe you should take that anger out on the Real Avengers." I suggested.

"Mister Stark. She-Hulk would best be suited for fighting Moonstone here. She will be able to match her strength whereas no one else here can."

"What about her ability to become intangible?" I asked.

"Already working on that. With the right pulse, we should be able to nullify her ability to affect gravity on another person."

"Sure wish we had Thor right now. Or Beta Ray Bill." I muttered. "Agent Viall, we need to make sure to keep Moonstone on She-Hulk. She'll overwhelm the rest of us."

He nodded before turning to Walters. "She-Hulk. You heard Iron Man. Focus your rage on Moonstone."

"With pleasure." She-Hulk then leapt up and punched Moonstone in the face. The former psychiatrist was sent flying through a wall, which crumbled before the impact. The prisoners whose cells were opened by the crash began to climb out to freedom. Moonstone flew out and blasted She-Hulk with a photon blast.

"You're going to pay for that, monster." Moonstone growled.

"Mister Stark, Madame Masque will require the attention of Black Widow. She can match all the compact skills of Guiletta Nefaria. Hawkeye can match Bullseye. Adjusting your repulsor's frequencies can make you strong enough to deal with Venom—"

"No." I said. "I need to deal with Iron Patriette."

Before Stratagem could react, Venom had already tackled Spider-Woman. "We will devour you!" Venom snarled as his tongue lashed out, only to get a face full of webbing.

"Now, now. No spiders until you had your veggies." Spider-Woman joked. Venom tore the webbing off his face just in time to receive a knuckle sandwich from Iron Fist. With the power of the iron fist, he managed to knock out some of Venom's teeth.

However, claws came out of Daken's hands and wrists. "You're mine." He leapt at the warrior from K'un-Lun, who managed to parry his every blow. Now we need to make sure everyone's fighting who they're supposed to be fighting. Better relay the plan to Agent Viall before it was too late.

I spoke into my comm. "Agent Viall, we need Black Widow on Madame Masque, and Hawkeye on Bullseye." However, Madame Masque changed into Agent Viall. Quickly grabbing him, the two spun around until we could no longer tell who was who. "Okay, this is going to be a problem."

The two Agent Vialls began to spar with each other. As much as I wanted to watch this play out, we needed to get the agent back. Romanoff had no problems waiting. She just leapt on one and shocked them with her stingers. That Agent Viall screamed in pain before turning back into Madame Masque. She then pushed the ex-Maggia member over.

Hawkeye was firing his arrows at Bullseye, which kept knocking away the knives the former villain kept throwing. "For someone called Bullseye, you sure have a hard time hitting things." Hawkeye teased before firing an arrow at the arm of Bullseye. The person who considered himself a Real Avenger cried out in pain as his arm ended up coated in ice. A couple more ice arrows rendered Bullseye unable to fight.

Spider-Woman was still struggling to get any headway over Venom. The symbiote-possessed being was just too powerful for the new hero. She was barely able to keep ahead of his claws and fangs. Agent Viall noticed it too. "Hawkeye! Sonic arrows!"

"Way ahead of you." The archer quickly fired an arrow at Venom that unleashed a high-pitch sonic frequency. The symbiote monster roared in pain and held his head. He then fired an explosive arrow that blew up in Venom's face.

Moonstone had gone intangible, and She-Hulk was having difficulty landing a punch. Quickly I turned and fired my unibeam at the crazy psychiatrist. The adjustments Stratagem made to the frequencies did the trick. Moonstone went tangible, just in time to receive a knuckle sandwich from a seriously ticked-off She-Hulk. That was enough to finally knock her out.

Daken was still fighting Iron Fist, who was managing to hold his own against the clawed warrior. Still, we'd better help out so we can clean up here. She-Hulk punched Daken in the mouth, sending him flying. Changing the changes that had been made, I fired a unibeam at him too. In fact, everyone was now attacking him. Before Daken could recover, Spider-Woman coated him in webbing so that he looked as if he were in a cocoon.

"There we go. All wrapped up, snug and warm for your nap." Spider-Gwen joked.

"Stratagem, I think it's time we were going." I said.

"I've patched in the frequency for the quin jet." The AI said. "It's on its way here." Sure enough, above us came the jet. It hovered just low enough for us to get on. As we did, Agent Viall turned and looked back at Spider-Woman.

"Come with us. Join SHIELD. You'd be a valuable member of the team." The agent offered.

The new hero shook her head. "Sorry, but I need to stay here. Someone needs to stick around to stop Norman Osborn." Firing a string of webbing, Spider-Woman swung off into the night. Agent Viall then entered the quin jet, and the door closed. It then took off, with me flying right behind it.

* * *

Location: Classified

Time: 3:29 am

IRON MAN'S POV

While I was making repairs on my armor back on the Hellicarrier, I couldn't help but think. For all my brilliance, I nearly let the Real Avengers win. If it hadn't been for Stratagem, we would've lost and would probably be getting a mock trial that would've resulted in our deaths. And it would've been completely my fault.

Scratching my head, I began to think about their mysterious leader. Iron Patriette. Who was she? Where did she come from? And how did she get a hold of a suit of armor? She could've gotten it from AIM, except they only use my tech to create weapons and drones. She sounded human, and her model was unlike any I had developed. Could she be as smart as I am?

Or is she another mistake I made in the past?

Taking a deep breath, I thought about one important mistake. One that would change my life forever.

* * *

Location: Afghanistan

Time: 6:06 pm

Date: June 14, 2005

"It's an honor to meet you, sir." One of the soldiers was telling me.

"Yeah. Get that a lot." I dismissed what the soldier said. The successful demonstration of Stark Industries latest missile had been a success thanks to my friend James Rhodes. Now I can look forward to supplying the missile to the United States army, and working on the next idea to top this one.

The young man wouldn't give up. "Sir, I'm Ulrich Malcolm. My brother Duncan just became a father— "

"Oh, so you're an uncle now."

"Yes, but I would greatly appreciate it if you would consider giving him a job."

"Tell him to fill out an application, mention you recommended him, and I'll send it to employment services."

"Thank you, sir." No sooner had he said that than our jeep exploded. I was sent flying backwards and crashed into the ground. My chest had great pain in it and felt incredibly wet. Looking at it, I saw that my lovely new shirt had been stained red. With my blood.

While I was realizing this, I saw our convoy was under attack. The American soldiers were getting killed even from their cover. My vision began to blur, but I could see men carrying… something about those weapons seemed familiar. I heard footsteps approach me, but all I could see was a silhouette in the sunlight. That's when I blacked out.

* * *

I don't remember how long I was out, but every part of my body hurt when I regained consciousness. The place I was in was cold and damp, and… those were rocks. I was in a cave. But why was I in an… was this an operating chair? Holy crap, it was. And that was an operating table. With a car battery, and it connected to… my chest?! What the heck?

"Anthony Stark." A voice said. I then realized I was not alone. Standing next to me was a strange man. I mean he was dressed strange. He had this green robe that looked… Chinese. In fact, I'm pretty sure he was Chinese. He was clean shaven, but his hair… it was long, longer than any I had seen on a guy before. In the light, I noticed he had one ring on each of his fingers. Guess he needed to have a lot of bling to make himself feel good.

Sitting up, I gasped, "Where am I? Who are you? And why is this thing connected to my chest?"

"That battery is what is keeping you alive." The man answered. "Some of my men weren't careful with where they were firing, so I punished them accordingly. The resulting shrapnel from the attack has pierced you. We weren't able to recover all of them, so we used that battery to keep it out of your heart. As for your other questions, you are in one of the secret bases of the Ten Rings. And I am simply called the Mandarin."

"You got a thing for oranges?" I don't know why that came out of my mouth. It just did.

The Mandarin glared at me. "My name has nothing to do with some fruit. It has everything to do with my country. For years China has brought out some of the greatest rulers the world has ever known. Rulers known for the dynasties they started. And yet they are overshadowed by the rulers of the west. Your western civilization has blotted out the legacy of China for the history they teach.

"Well, that is all about to change. Soon, I will make myself known to the world, and I will create a new dynasty. A dynasty that will last through the ages, as my empire is secured."

"Then why not start in China? Why come to Afghanistan?" I asked.

The Mandarin looked at me. "Tactics. The Middle East, as you call it, is broken. Divided. Everyone seeks to unite this barren wasteland into a whole, under their rule and ideals. Well, the peasants will learn that their way is meaningless. The way of the Mandarin is the only way."

"Then why spare me?"

"Because I need you." The Mandarin then pulled up a weapon, a weapon I recognized as a gun that Stark Industries sold to the military. "Your mind is one of the greatest this planet has ever seen. You have made some of the deadliest weapons known to man. Now I will put it to a noble cause. You will build weapons for my army, weapons that the world has never seen before."

"And if I refuse?"

"Do not test my patience, Stark. I saved you from dying in the desert. You will repay your debt to me. Or you will lose the empire your father built."

* * *

The days blurred into a never-ending cycle from there. I used some of the materials at my disposal to build something else to keep the shrapnel from reaching my heart: an arc reactor. Just like the one my company has, but on a smaller scale. Something that could fit into my hand. I wasn't sure if it would work, but it did. I outsmarted even myself.

I hammered away at my new project. The Mandarin was still expecting me to make weapons for his army, but I would never supply a terrorist with weapons of mass destruction. I still can't believe that his Ten Rings group got a hold of my weapons. Well, I wasn't going to let them use them to conquer the world. I was going to stop them.

The armor I was building took shape. It was crude and not fancy, but it would do for this. I drilled the final screws into place and welded the last leg to the armor. Now to give it a test flight. Unfortunately, I had no sooner laid down in it before the doors opened and the Mandarin marched in.

"And what is this crude contraption?" He asked me.

I smirked. "A suit of armor. Completely bullet proof and missile proof."

"I see." The Mandarin stroked his beard. "How long will it take you to produce enough for my army?"

"Let's see. I think I will be finished by never." The suit closed on me and I stood up. I used the flamethrowers to force the Mandarin and his guards back while I stomped out. The Ten Rings tried to stop me, but like I said, the armor repelled their bullets. Any weapon stashes I came across, I torched. Better that my work was destroyed than used for evil.

As I neared the cave entrance, the weather took a strange turn. It had been sunny and clear one second, the next there was this huge tornado blocking my way. I then saw the Mandarin standing there, holding up his hand like he was somehow controlling it. Was I crazy or was one ring glowing?

"You see that you are not the only one capable of remarkable feats, Stark." He growled at me. "My rings give me power beyond human imagination."

"Oh, I can imagine." Activating the rockets that I installed, I flew forward. Most of the time flying into a tornado is a stupid choice to make, but this time I was able to use it to my advantage. The rockets would not last long, so I needed an extra boost to make my escape.

The Mandarin had unknowingly provided me with such a boost.

After I gained enough altitude I turned on the juice. Using everything the rockets had left, I was able to use the momentum to break free of the tornado and fly out into the desert. I was able to hear the Mandarin's curses. "You may have escaped me today, but your flight has made you a deadly enemy. No matter where you go, no matter what you do, the Mandarin shall find you and make you pay. Heed my words. I shall not rest until I destroy you, Iron Man!"

* * *

Date: July 11, 2020

I looked back at the helmet in my hands. That was the day that I became Iron Man. That was when I resolved to never build another weapon again. I still recall how I had to fight against men in my own company, like Stane, to try to keep the stuff I had built from being weaponized. But then I revealed to the public that I was Iron Man.

I shook my head. Is that what it came to? Publicity? Did I let my Iron Man armors become the new weapons that people enjoyed seeing used to blow stuff up? Did I end up turning myself into a weapon? I will never admit this in front of anyone, but I've made some stupid choices in my life. Maybe thinking that I could lead this team of Rebels was my newest one.

* * *

AGENT VIALL'S POV

I was moving down the halls towards the bridge. I didn't expect to see Tony waiting outside of his workshop. His file said that when he started something, he would work through until it was completed. He looked as if something serious was on his mind. "Mister Stark." I said.

He looked at me. "Agent Viall. Why do you think that Fury sent you to put together your little team?"

I shrugged. "Fury has his reasons."

"But we never saw eye to eye." Stark said. "I'm surprised he even sent anyone to get me."

"We need all the heroes we can get." I told him. "You have experience with several of your team projects." I didn't dare to say Avengers in case he lost his temper.

Stark shook his head. "I'm many things, but I learned today that what I'm not right now is a leader. I did things like I did when I was… well, as the Invincible Iron Man. That ended up nearly jeopardizing the team."

"What are you getting at?"

"What I'm trying to say is, I'm done trying to be a leader. That's just not me. I think you can handle yourself… enough. I'll provide support and strategies, but I'm not going to lead anymore. If you want that mantle, you're on your own."

* * *

 **I thought I should take the time in some chapters to do origin flashbacks for some of the characters. I hope you enjoyed Iron Man's backstory for this universe.**

 **Sorry if you wanted more action. I tried to balance it out between the two teams, and found I had too many characters. I'll have to make sure to fix that in the future.**

 **Teaser for next chapter: The team heads out west to learn what has become of the Mutant population in the Americas.**


	8. Open Deseret

**After a lot of stressing and worry, I finally got this chapter written.**

 **I do not own Marvel.**

* * *

Chapter 8: Open Deseret

Location: Chicago, Imperial States

Time: 10:15 a.m.

Date: July 13, 2020

CYCLOPS'S POV

"Run!" The man called to his buddies as they ran from three of the Sentinels. There was only one reason why Sentinels would chase a group of humans: they were mutants. Though most people would assume that from the tail the group leader had grown. I couldn't help but wonder if they used to run with a breakaway group of the Morlocks.

"Unregistered mutants. Do not flee or aggressive actions will be taken." One of the Sentinels said. They ended up getting blasted in the face by a fireball from one of the mutants. "Hostile action taken. Activating defensive measures."

I blasted one of the Sentinels with my optic blast. It hit the arm of the lead Sentinel, shattering some of the armor. That got the attention of the mutant-hunting robots. They turned and began to march towards me. "Mutant identified. Scott Summers, a.k.a. Cyclops. Threat level, high. Solution: eliminate."

"Eliminate this!" She-Hulk leapt up and stomped down on the head of a Sentinel. The force of her impact caused a huge dent to appear in the head of the purple and violet robot. Gears, chips, and other parts were also expelled from the head, and wiring knocked loose spilled from the cracks, sparking and writhing around like snakes.

"Gamma radiation detected. Analyzing." Another Sentinel said as its buddy went down. "Threat identified. Jennifer Walters, a.k.a. She-Hulk. Non-mutant. Threat level, high. Solution: eliminate." The Sentinel fired repulsor beams from its hands. She-Hulk did three back flips to dodge them.

"Yo, bucketheads." Agent Viall said as he ran out from his hiding place. "You're using Stark's tech with those repulsors. Using stolen tech is a crime."

"Tech is not stolen." The Sentinel said. "Tech was provided to Trask Industries by A.I.M. Identity confirmed. Agent Burrus Viall of S.H.I.E.L.D. Threat level, low. Solution: eliminate." The machine tried to pummel him, but the S.H.I.E.L.D. agent rolled out of the way while firing from his needle gun. It was enough to penetrate the armor, but not enough to do any major damage.

I then heard sirens wailing. Turning, I saw that several police cars were arriving, along with S.W.A.T. units, and the M.R.D. As the men began piling out, they fixated bazookas and rocket launchers at us. "Attention. You are in violation of the laws of the Imperial States of America. Surrender, or we will open fire."

"The Leader is evil." She-Hulk said. "You think he cares about any of you?"

The man in charge looked at his men. "Open fire." As the weapons fired, I looked at my team.

"Evasive maneuvers!" I shouted. I managed to roll out of the way of a missile before blasting a few others. Several rockets hit She-Hulk, knocking her back through what sounded like several buildings. Others exploded near Agent Viall, knocking him back.

"You're all under arrest." The man in charge said. As the M.R.D. approached the mutants, they got into the fray. One took a deep breath, and then let out a massive sonic scream. Dropping their weapons, the police covered their ears, falling down as they tried to block out the scream.

The other, a young girl of Hispanic descent, had energy crackle between her fingers. Holding out her hands, she created an electrical surge that blew up the fallen weapons. The police looked at her with horror as she made a face at them.

"Mutants who resist shall be eliminated." The Sentinels said as they stomped forward. Some cars were crushed underneath their feet, although thankfully the drivers managed to get out beforehand. I thought about my team, the X-Men, and how these Sentinels hunted many mutants like us. I remember how Professor Xavier would feel when, through Cerebro, he would feel the lives of mutants get extinguished, and how we all felt powerless to stop it. Never again.

"You will not take their lives!" I fired a Mega Optic Beam from my eyes. That sliced one of the Sentinels clear in half, and tore the right arm off of the last one. I gasped as the attack faded. That was more powerful than I anticipated, and I fell to my knees. I watched as the last Sentinel stomped over to me and raised a hand to blast me into oblivion. Agent Viall fired upon the robot, but it ignored him.

With a roar, She-Hulk leapt back into the fray. Grabbing a S.W.A.T. van, she swung it hard at the Sentinel, knocking it back across the street and into a building. As it fell down, she leapt after it. "You just made me angry, and you won't like me when I'm angry!" She snarled as she hammer-fisted the machine, causing pieces of armor to fly off. It raised the left arm to blast her, but she just grabbed it and tore the arm off. Then, She-Hulk used it to smash into the Sentinel again and again until it powered off. Just for good measure she smashed the arm through its head to make sure it stayed offline.

"Black Widow to Cyclops. What's your status?" The former Russian spy asked over the comm.

I decided to answer. "Cyclops here. We took care of the Sentinels, but the police got involved. We need to get out of here, now."

"Gather the mutants and bring them to S.H.I.E.L.D." Was her response. "No need to make any more trouble."

* * *

Location: Classified  
Time: 12:00 p.m.

"And as if it weren't bad that some muties made themselves public in the streets of Chicago, the criminal organization of S.H.I.E.L.D. sent in their little Rebel group to attack good Sentinels and threaten the local police force. Reports also say the green menace known as She-Hulk dared to insult the Leader, and claim that he cares nothing for the Imperial States or its law-abiding citizens.

"I tell you, never have I seen such blatant disregard for our country's great laws since Spider-Man swung into existence. These Rebels will be the downfall of this country, just as the Avengers were only one great disaster for the country. It took the Second Civil War to prove that. Mark my words, Americans. There will be no peace until— "

Agent Viall turned off the sound. "Oh, how I wish I could turn off his voice for good."

"He really makes me want to smash his head in." She-Hulk agreed.

The mutants we rescued were with us. Right now, they were being given food to recover from their hard times. If only we could help all mutants across the continent right now. I sighed at the thought of countless mutants being rounded up by the Leader for his nefarious purposes.

The doors opened and Nick Fury walked in. The Director of S.H.I.E.L.D. looked at us with his one good eye, but I still get the impression he was looking at us with both. "You tore up a block, attacked the local police, and gave Jameson reason to report on us like terrorists." He said sternly. "For rescuing mutants, that was pretty sloppy."

"We had no choice, Director Fury." Agent Viall said. "The Sentinels were on termination duty, and they were upgraded with Stark tech."  
"We've noticed for some time that M.O.D.O.K. was supplying the Leader with technology from Stark's company." Fury said. "I can't believe that all it's being used for is to upgrade Sentinels. He's got some other plan in mind."  
"El cucaracha must be planning to attack Deseret." The Hispanic mutant said.

She-Hulk looked at her. "Deseret?"

"It's where we were going." Their group leader was saying. "Word on the street is that it is the only safe place in the world for our kind now."

She-Hulk then looked at us. "Someone want to fill me in?"

"Deseret is comprised of what were several states in the Western United States." Director Fury explained. "It was taken from an old word from a religious group that first settled what became the state of Utah. At first they petitioned to be called Deseret, but the boys in Congress at the time decided to not have a state with a name connected to a particular religion."

"So then why did they adopt the name for their new country?" Agent Viall asked.

"Mainly to spite the Leader." I answered. "In case you didn't know, neither the Imperial or the True States allow religious freedom. The politicians decided to take on a name to get under the Leader's skin."

"It worked, too." Fury confirmed. "Ever since they formed their country, the Leader has been waging a secret war against Deseret. So far, the country has repelled every attack, thanks to the refugees they allowed in."

"The mutants." She-Hulk deduced.

"So we believe. Whatever it is they've done, Deseret has proven more than capable of defending their entire borders from enemy attack." Fury then turned to the mutants. "You have a choice here. You can stay here at S.H.I.E.L.D. and do some good for the continent. Or we can escort you to Deseret, where you should be able to live safe lives."

"Help S.H.I.E.L.D.? The organization that had H.Y.D.R.A. growing within them and they didn't even realize it?" The leader of the trio of mutants said. "We'll pass. We're not taking our chances with the likes of you. We're going to Deseret."

"As you wish. We'll send a team to make sure you get to the country safe and sound."

"We'll pass on that, too. We don't need or want your help."

"Says the group that nearly got killed by Sentinels." Agent Viall said.

The head of this group got up. "You want to dance, pretty boy?"

I got between them. "Enough. We're not here to fight each other. Our enemies are in the Imperial and True States, not in this room." Looking at Nick Fury, I said, "I volunteer to escort this group to Deseret."

"You?" Agent Viall asked.

I nodded. "I helped rescue them in Chicago. I think I should help make sure they get to Deseret safely."

"Better with one of the X-Men than with S.H.I.E.L.D." The guy who could unleash a supersonic scream said.

She-Hulk then stood up. "I volunteer as well. My cousin often spent his time in the desert, and I haven't heard from him in months. I want to go and see if I can find him."

"Count me in." Agent Viall stood as well. "I want to see how a country that stands against two on the same continent fares."

"We said we don't want S.H.I.E.L.D.!" The head of the trio snapped.

I looked at him. "Then I'll keep him in line for you."

"Good idea." Fury said. "Cyclops, you'll be in charge of this mission. Make sure the three of them get to Deseret safely, and make sure Agent Viall doesn't cause an international incident. She-Hulk, make sure that the Hulk isn't on a rampage anywhere in the desert. Dismissed."

* * *

Location: Approaching Deseret borders

Time: 2:15 p.m.

"Are we there yet?" The girl, Mary, asked as we flew in the quin jet. She started to make friends with She-Hulk, and the two had been chatting with each other. But kids will be kids. I knew that from my time at the School for Gifted Youngsters.

"We're approaching the border now." Agent Viall said. "At least if I'm reading the equipment right."

"I still say we should walk." The head guy, Gavin, growled, his tail swishing back and forth.

"This is the fastest way to get you to the country." I said. "Before long, you'll be in a nice bed in a country that can withstand the Leader."

"I'd rather be strangling that freak with my tail."

"You're still welcome to join us."

"No, thanks."

The man with the supersonic scream, Brad, looked out the window. "I think that's it. Holy crap, it looks like something from _Game of Thrones_."

I could see what he meant. Looming ahead of us was a massive wall. It rose hundreds of feed into the air, almost as tall as some of the skyscrapers of New York. The sunlight reflected off of it, but what was it made of? I couldn't tell from this distance.

Agent Viall's jaw dropped. "That wall's big enough to keep out Godzilla."

"And hopefully Sentinels." Brad said.

Something didn't feel right in my gut. The way the sunlight reflected off that wall… it then hit me what it was made of. "It's metal!"

"Yeah, so?" Gavin asked.

"Only one person could've made a metal wall so high!" I pulled on the controls to try and turn us around. It was then it happened. The quin jet jerked and the controls pulled out of my hand. The aircraft jerked so violently the ship started to spin. She-Hulk grabbed on to Mary and held her tight, trying to keep her safe from falling around in the jet. Thankfully she remembered to wear her seat belt.

Gavin and Brad hadn't been so smart. They tumbled around the jet, crashing into the walls and us. I tried the controls again, but they would not respond. As the quin jet approached the metal wall, it began to descend to land on the top of it. Agent Viall looked at me. "What's going on?"

"Only one person I know of who has the power to do this." I said as we landed on the wall, and the doors were forced open from the back. There he stood, just as I remembered him. Purple cape flowing behind him, he held up a purple gloved hand, using his magnetic powers on the jet. His red outfit and helmet were still burned into my mind. "Magneto."

The Master of Magnetism seemed just as surprised to see me. "Could it be? Cyclops of the X-Men now with S.H.I.E.L.D.?"

"We're here because—" Agent Viall tried to explain, but Magneto clamped his mouth shut with a slice of metal.

"Don't speak unless spoken to, human." Magneto ordered. Looking at me, he asked, "Why have you come?"

"We were trying to get away from the Leader." Gavin said. "We want to join Deseret."

Magneto smiled at that. "Well, then, welcome brothers. All mutants are welcome to this sanctuary."

"Did you take over this country, Magneto?" I stood up, ready to fire my optic beam. "Did you turn this place into a dictatorship?"

"No, he didn't." My heart skipped a beat as a familiar figure stepped out from behind Magneto. Ever since the Phoenix Force became one with her, she had always kept herself in her light green uniform with golden gloves and boots, and a golden sash tied around her waist. A golden phoenix was the insignia on her chest, but she was still as beautiful as I remembered her, with her long flowing red hair. Her glowing eyes gave testimony to the power she now held.

"Jean?" I asked, powering down my eyes. I walked towards her, not daring to believe what I saw. "Jean, is that you?"

"It's me, Scott." She said. "Though you know I go by Phoenix now."

"Bu-but… what are you doing here? With him?"

"It's not just me." As she stood aside, I saw the Brotherhood of Mutants standing among a group of soldiers with machine guns pointed at us. But what was more shocking was that, among the crowd, I saw the rest of my team, the X-Men, standing with them. The Brotherhood of Mutants and the X-Men together? What was going on?

"Cyclops of the X-Men." Magneto declared. "Welcome to Deseret."


End file.
